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SERVICE STREAM LIMITED — Capital/Financing Update 2014
Mar 23, 2014
65865_rns_2014-03-23_be88c9f9-2446-4d85-b114-3c493d3ad8b7.pdf
Capital/Financing Update
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Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement, application for quotation of additional securities and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13
Name of entity
Service Stream Limited
ABN
ACN 46 072 369 870
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
| 1 | +Class of +securities issued or tobe issued | Fully paid ordinary shares (Shares). | |
|---|---|---|---|
| 2 | Number of +securities issued ortobeissued(ifknown)ormaximum number which maybe issued | 42,500,000 Shares issued on 24 March 2014under an institutional placement(Placement). | |
| 59,444,285 Shares to be issued on or around30 April 2014 under a non-renounceablerights issue (Rights Issue). | |||
| The Rights Issue and the Placementtogether comprise the Offer. | |||
| 3 | Principaltermsofthe+securities(e.g.ifoptions,exercise price and expiry date; if+securities,partlypaidtheamount outstanding and duedatesforpayment;if+convertiblesecurities,theconversion price and dates forconversion) | Fully paid ordinary shares. |
+ See chapter 19 for defined terms.
| 4 | Do the +securities rank equally | Shares issued under the Offer will rank |
|---|---|---|
| in all respects from the +issuedate with an existing +class ofquoted +securities? | equally in all respects with shares currentlyon issue. | |
| If the additional +securities donot rank equally, please state:•the date from which they do•the extent to which theyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest payment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment | ||
| 5 | Issue price or consideration | $0.22 per Share for the Placement. |
| $0.18 per Share for the Rights Issue. | ||
| 6 | Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets) | The proceeds raised under the Offer will beused to:•retire debt; and•pay the costs associated with the Offer. |
| 6a | Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?If Yes, complete sections 6b – 6h | No. |
| in relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i | ||
| 6b | The date the security holderresolution under rule 7.1A waspassed | N/A. |
| 6c | Number of +securities issuedwithout security holder approvalunder rule 7.1 | N/A. |
+ See chapter 19 for defined terms.
- 6d Number of +securities issued with security holder approval under rule 7.1A N/A.
- 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
- 6f Number of +securities issued under an exception in rule 7.2
- 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
- 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
- 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
- 7 +Issue dates
Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
| Number | +Class | ||
|---|---|---|---|
| 8 | +classNumberandofall+securitiesquotedonASX+securities(includingtheinsection 2 if applicable) | 386,387,855 Shareson issue followingthe Offer. | Fully paid ordinaryshares. |
N/A.
N/A.

N/A.
N/A.
The Shares issued pursuant to the Placement were issued on 24 March 2014.
The Shares to be issued pursuant to the Rights Issue will be issued on or around 30 April 2014.
+ See chapter 19 for defined terms.
- Number +Class 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) Nil. N/A.
- 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
No change from existing policy.
Part 2 - Pro rata issue
| 11 | Issecurityholderapprovalrequired? | Security holder approval was obtained inrelation to the acquisition of Shares byThorney International Pty Ltd and ThorneyOpportunities Limited under subunderwriting agreements relating to theRights Issue (under item 7 of section 611 ofthe Corporations Act 2001 (Cth)).Security holders approved the acquisitionof:•up to 9,103,744 Shares by ThorneyInternational Pty Ltd (resulting in avoting power in the Company,immediately after completion of theRights Issue, of up to 37.8%); and•up to 27,311,225 Shares by ThorneyOpportunities Limited (resulting in avoting power in the Company,immediately after completion of theRights Issue, of up to 37.8%). | |
|---|---|---|---|
| 12 | Is the issue renounceable or nonrenounceable? | Non renounceable. | |
| 13 | Ratio in which the +securitieswill be offered | The Rights Issue will be conducted on a 2for 11 basis. | |
| 14 | +Class of +securities to which theoffer relates | Fully paid ordinary Shares. | |
| 15 | +Recorddatetodetermineentitlements | 1 April 2014. |
+ See chapter 19 for defined terms.
| 16 | Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements? | N/A |
|---|---|---|
| 17 | Policy for deciding entitlementsin relation to fractions | Where fractions arise in the calculations ofsecurity holders' rights under the RightsIssue, these have been rounded up to thenext whole number of Shares. |
| 18 | Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments | All countries other than Australia and NewZealand. |
| Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7. | ||
| 19 | Closingdateforreceiptofacceptances or renunciations | 17 April 2014. |
| 20 | Names of any underwriters | Wilson HTM Corporate Finance Ltd. |
| 21 | Amount of any underwriting feeor commission | Wilson HTM Corporate Finance Ltd isentitled to a fee of 4% of the $10.7 millionto be raised under the Rights Issue. |
| 22 | Names of any brokers to theissue | N/A. |
| 23 | Fee or commission payable to thebroker to the issue | N/A. |
| 24 | Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders | N/A |
| 25 | If the issue is contingent onsecurity holders' approval, thedate of the meeting | Security holder approval was obtained on19 March 2014. |
| 26 | Date entitlement and acceptanceform and offer documents will besent to persons entitled | 3 April 2014 (date of dispatch of theprospectus issued in relation to the RightsIssue). |
+ See chapter 19 for defined terms.
| 27 | If the entity has issued options,andthe terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders | N/A. |
|---|---|---|
| 28 | Date rights trading will begin (ifapplicable) | N/A. |
| 29 | Date rights trading will end (ifapplicable) | N/A. |
| 30 | How do security holders selltheir entitlements in full througha broker? | N/A. |
| 31 | How do security holders sell partof their entitlements through abrokerandacceptforthebalance? | N/A. |
| 32 | How do security holders disposeof their entitlements (except bysale through a broker)? | N/A. |
| 33 | +Issue date | 30 April 2014. |
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
- 34 Type of +securities (tick one)
- (a) +Securities described in Part 1
(b) All other +securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
+ See chapter 19 for defined terms.
| Tick to indicate you are providing the information or | |||
|---|---|---|---|
| documents |
- 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
- 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
37 A copy of any trust deed for the additional +securities
Entities that have ticked box 34(b)
| 38 | Number of +securities for which+quotation is sought | |
|---|---|---|
| 39 | +Class of +securities for whichquotation is sought | |
| 40 | Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?If the additional +securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment |
+ See chapter 19 for defined terms.
41 Reason for request for quotation now
Example: In the case of restricted securities, end of restriction period
(if issued upon conversion of another +security, clearly identify that other +security)
| Number | +Class | ||
|---|---|---|---|
| 42 | +classNumberandofall+securitiesquotedonASX(including the +securities in clause38) |
+ See chapter 19 for defined terms.
Quotation agreement
- 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
- 2 We warrant the following to ASX.
- The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
- There is no reason why those +securities should not be granted +quotation.
- An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
- Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
- If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
- 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
- 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here:
Date: 24 March 2014
Print name: JESSICA LYONS, COMPANY SECRETARY
+ See chapter 19 for defined terms.